SEC Filings

CARNIVAL CORP filed this Form DEF 14A on 03/07/2019
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CEO Pay Ratio



the completion of a reorganization, recapitalization, merger, consolidation, share exchange or similar form of corporate transaction involving Carnival plc that requires the approval of the shareholders, whether for such transaction or the issuance of securities in the transaction.

All of the equity grants made to our Named Executive Officers contain confidentiality and non-compete provisions that restrict them from competing with Carnival plc. If they breach either of these provisions, they will forfeit the right to receive all unvested and unreleased equity grants.

Potential Value of Equity Grants Upon Termination of Employment or Change of Control

The following table details the value of all outstanding restricted share and RSU grants that would have become vested, or that could have continued to vest, subject to any non-compete and confidentiality requirement, for termination of employment or upon a change of control as of November 30, 2018. The true value of these equity grants for future vesting periods is subject to market fluctuations occurring over time.

Estimated Potential Value of Equity Grants(1)(2)





without Cause



Death or










Diagnosis of






Change of




Arnold W. Donald

    6,911,216       15,750,485         6,091,219       18,875,714  

David Bernstein

    1,481,112       3,944,645       1,050,252       1,050,252       4,835,137  

Stein Kruse

    2,395,065       5,783,159       1,929,220       1,929,220       6,912,671  

Arnaldo Perez

    1,208,669       2,765,382         1,272,963       3,085,280  

Michael Thamm

    1,997,904       5,065,499         1,510,343       6,187,733  

















    13,993,966       33,309,170       2,979,472       11,853,997       39,896,535  

The value for restricted shares and RSUs is based on the closing price of Carnival Corporation common stock on November 30, 2018 of $60.29, except for the Carnival plc RSUs held by Mr. Thamm, which is based on the closing price of Carnival plc ordinary shares on November 30, 2018 of £45.53, which has been converted into $58.28 based on the November 30, 2018 exchange rate of $1.28:£1.


The value of the RSUs are reflected using the target number of RSUs granted.


Termination of employment is required to trigger acceleration upon a change of control.



In accordance with SEC rules, we are providing the ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of our median employee. The 2018 annual total compensation of our Chief Executive Officer as set forth in the Summary Compensation Table is $13,515,884, the 2018 annual total compensation of our median compensated employee is $16,622, and the ratio of these amounts is 813 to 1. Our median compensated employee population consists of ship-based personnel who work fewer than twelve months of the year.

This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our global human resources and payroll systems of record and the methodology described below. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to


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